As filed with the Securities and Exchange Commission on May 31, 2005
Registration No. 333-3878
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
FLUSHING FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 11-3209278
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1979 MARCUS AVENUE, SUITE E140,
LAKE SUCCESS, NY 11042
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(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option Incentive Plan
and
1996 RESTRICTED STOCK INCENTIVE PLAN
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(Full title of the plans)
John R. Buran
Flushing Financial Corporation,
1979 Marcus Avenue, Suite E140, Lake Success, NY 11042
(718) 961-5400
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(Name, address and telephone number of agent for service)
Copy to: Gloria W. Nusbacher, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, N.Y. 10004
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 is being filed by Flushing Financial
Corporation (the "Company") to transfer shares of the Company's common stock
originally registered for delivery under the Company's 1996 Restricted Stock
Incentive Plan ("Restricted Stock Plan") and 1996 Stock Option Incentive Plan
("Option Plan") which become available for awards after the date hereof to a new
Registration Statement on Form S-8 to be filed contemporaneously to register
shares for delivery under the Company's 2005 Omnibus Incentive Plan ("Omnibus
Plan").
The original registration statement, filed April 22, 1996, registered
1,164,375 shares for delivery under the Company's Restricted Stock Plan and
2,910,937 shares for delivery under the Company's Option Plan, in each case as
adjusted for stock splits. Of the shares registered for delivery under the
Restricted Stock Plan, 1,074,758 shares have been delivered and the remaining
89,617 shares are subject to outstanding awards. Of the shares registered for
delivery under the Option Plan, 2,595,603 shares have been delivered upon the
exercise of stock options and the remaining 315,334 shares are subject to
outstanding awards.
The Omnibus Plan, which was adopted on May 17, 2005, provides that shares
previously authorized for issuance under the Restricted Stock Plan and the
Option Plan which have not been delivered under such plans and are not subject
to outstanding awards under such plans as of May 17, 2005 or which subsequently
become available for awards as a result of forfeitures or application of shares
to satisfy tax withholding obligations shall instead be used for awards under
the Omnibus Plan. Accordingly, to the extent any of the 404,951 shares
registered on this registration statement that are subject to outstanding awards
are not delivered to award holders as a result of forfeiture of awards or
application of shares to satisfy tax withholding obligations, the shares not
delivered shall be available for awards under Omnibus Plan and shall be deemed
transferred to the Registration Statement on Form S-8 contemporaneously filed by
the Company with respect to such plan.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 1 on
Form S-8 and has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Nassau, State of New
York, on this 27th day of May, 2005.
FLUSHING FINANCIAL CORPORATION
By: /S/ MICHAEL J. HEGARTY
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Michael J. Hegarty
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed below by the following persons in
the capacities indicated on this 27th day of May, 2005.
SIGNATURE CAPACITY
* President and Chief Executive Officer
---------------------------------- and Director
Michael J. Hegarty (Principal Executive Officer)
* Director and Chairman
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Gerard P. Tully, Sr.
/S/ JOHN R. BURAN Executive Vice President and Chief
---------------------------------- Operating Officer and Director
John R. Buran
/S/ DAVID W. FRY Senior Vice President, Chief
---------------------------------- Financial Officer and Treasurer
David W. Fry (Principal Financial and
Accounting Officer)
---------------------------------- Director
James D. Bennett
SIGNATURE CAPACITY
---------------------------------- Director
Steven J. D'Iorio
---------------------------------- Director
Louis C. Grassi
---------------------------------- Director
John J. McCabe
* Director
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Vincent F. Nicolosi
---------------------------------- Director
Donna M. O'Brien
* Director
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Franklin F. Regan, Jr.
* Director
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John E. Roe, Sr.
SIGNATURE CAPACITY
* Director
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Michael J. Russo
* By: /S/ MICHAEL J. HEGARTY
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as authorized by Power of
Attorney included in
original Registration
Statement